EXHIBIT 4.6
KINARK CORPORATION
5,619,615 SHARES OF COMMON STOCK
OFFERED PURSUANT TO RIGHTS
DISTRIBUTED TO STOCKHOLDERS OF
KINARK CORPORATION

To Our Clients:

     Enclosed for your consideration are a Prospectus and Proxy Statement,
dated ________________, 1995, and the "Instructions as to Use of Kinark
Corporation Subscription Certificates" relating to the offer by Kinark
Corporation (the "Company") of 5,619,615 shares of Common Stock, par value $.10
per share (the "Common Stock"), of the Company, at a subscription price of
$2.00 per share for each share of Common Stock, in cash, pursuant to
nontransferable subscription rights (the "Rights") initially distributed to
holders of record ("Record Owners") of Common Stock as of the close of business
on _________________, 1995 (the "Record Date").

     As described in the accompanying Prospectus and Proxy Statement, you will
receive three nontransferable Rights for each two shares of Common Stock
carried by us in your account as of the Record Date.  Each Right will entitle
you to subscribe for one share of Common Stock (the "Basic Subscription
Privilege") at a subscription price of $2.00 per share (the "Subscription
Price").  In addition, if you elect to exercise all or part of your Basic
Subscription Privilege, you will also have the right (the "Oversubscription
Privilege") to subscribe for any shares of Common Stock available after
satisfaction of all subscriptions pursuant to Basic Subscription Privileges
("Excess Shares"), in an amount up to 50% of the shares that the holder is
entitled to purchase under the Basic Subscription Privilege, subject to
proration, at the Subscription Price.  If there are insufficient Excess Shares
to satisfy all exercised Oversubscription Privileges, Excess Shares will be
allocated pro rata among all holders of Rights exercising Oversubscription
Privileges.  Such pro rata allocation will be based upon the number of shares
of Common Stock subscribed for pursuant to each holder's Basic Subscription
Privilege relative to the aggregate shares of Common Stock subscribed for
pursuant to Basic Subscription Privileges by all such holders then being
prorated.

     THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER
OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. 
EXERCISES OF RIGHTS MAY BE MADE BY ONLY US AS THE RECORD OWNER AND PURSUANT TO
YOUR INSTRUCTIONS.  Accordingly, we request instructions as to whether you wish
us to elect to subscribe for any shares of Common Stock, to which you are
entitled pursuant to the terms and subject to the conditions set forth in the
enclosed Prospectus and Proxy Statement and the related Instructions as to Use
of Kinark Corporation Subscription Certificates.  However, we urge you to read
these documents carefully before instructing us to exercise Rights.

     YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN
ORDER TO PERMIT US TO EXERCISE RIGHTS ON YOUR BEHALF IN ACCORDANCE WITH THE
PROVISIONS OF THE OFFERING.  THE OFFERING WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON __________________, 1995, UNLESS THE OFFERING IS EXTENDED BY THE
COMPANY.  ONCE YOU HAVE EXERCISED A RIGHT, SUCH EXERCISE MAY NOT BE REVOKED.

     If you wish to have us, on your behalf, exercise the Rights for any shares
of Common Stock, please so instruct us by completing, executing and returning
to us the instruction form on the reverse side of this letter.

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE OFFERING SHOULD BE
DIRECTED TO MORROW & CO., INC., THE INFORMATION AGENT, AT THE FOLLOWING
TELEPHONE NUMBER: (800) ___-____.

INSTRUCTIONS

     The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the offering of shares of common
stock, par value $.10 per share (the "Common Stock"), of Kinark Corporation
(the "Company").

     This will instruct you whether to exercise Rights to purchase shares of
Common Stock distributed with respect to the Company's Common Stock held by you
for the account of the undersigned, pursuant to the terms and subject to the
conditions set forth in the Prospectus and Proxy Statement and the related
Instructions as to Use of Kinark Corporation Subscription Certificates.

     Box 1. [ ] Please DO NOT EXERCISE RIGHTS for shares of Common Stock.
     Box 2. [ ] Please EXERCISE RIGHTS for shares of Common Stock as set forth
below.


                    NUMBER OF SUBSCRIPTION
                    SHARES    PRICE          PAYMENT

Basic Subscription Right:X    $ 2.00=        $    (Line 1)
Oversubscription Right:  X    $ 2.00=        $    (Line 2)
        Total Payment Required=$ (Sum of Lines 1 and 2; must equal total of
                                                  amounts in Boxes 3 and 4)

 Box 3. [ ] Payment in the amount of $________________ has been arranged
by:

                    [ ]  enclosing a check
                         (bank and account number:)
                    [ ]  wire transfer of funds
                         (name of transferor institution:)

     Box 4. [ ] Please deduct payment from the following account maintained by
you as follows:


                                                                           
Type of Account                              Account No.


          Amount to be deducted: $                 

Date:                              , 1995              

                                                       
                                             Signature(s)

                                             Please type or print name(s) below